Aside from this article regarding corporate name, you may also read: The Basics on How to Form a Corporation in the Philippines
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A corporate name is one which distinguish a corporation from another
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A corporate name must be registered in the Securities and Exchange Commission
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Unauthorized use of Corporate name is punishable by law
Majority if not all of the corporations take serious considerations in deciding or choosing a corporate name. Sometimes, the name of a corporation has something to do with the owners’ or incorporators’ line of business as one of their marketing strategies while some opts or desires to include their family name to reflect some prestige or legacy.
But, choosing a corporate name is not entirely dependent on the owners’ or incorporators’ whim.
When is an intended corporate name registrable?
The law says:
No corporate name is allowed by the Securities and Exchange Commission (SEC) to be registered if it is not distinguishable from that already reserved or registered for the use of another corporation, of if such name is already protected by law, rules and regulations.
Accordingly, an intended corporate name is not distinguishable even if it contains one or more of the following:
a) The word “corporation”, “company”, “incorporated“, “limited“, “limited liability“, or an abbreviation of one if such words; and
b) Punctuations, articles, conjunctions, contractions, prepositions, abbreviations, different tenses, spacing, or number of the same word or phrase.
Also, it is important to note that One Person Corporation is now allowed under the Revised Penal Code. As a consequence, it shall indicate the letters “OPC” either below or at the end of its corporate name.
Furthermore, in registering a corporate name, the SEC may immediately issue a Cease and Desist Order (CDO) from using the intended corporate name in any of the following grounds:
- Such corporate name is not distinguishable from a name already reserved or registered for the use of another corporation;
- Such corporate name is already protected by law; or
- Such corporate name is contrary to law, rules and regulations.
Upon the issuance of a CDO, the applicant corporation is precluded from registering their desired corporate name. The SEC will also cause the removal of all visible signages, marks, advertisements, label prints and other effects bearing such corporate name.
Moreover, should the applicant failed to comply with the CDO and continues the unauthorized use of corporate name, the SEC may hold the corporation and its responsible directors or officers in contempt and/or hold them administratively, civilly and/or criminally liable under the Revised Corporation Code and other applicable laws. The SEC may also revoke the registration of the corporation.
Lesson? A corporate name which is not distinguishable from a name already reserved for the use of another corporation and is not contrary to law, rules and regulations must be registered at the earliest possible opportunity in order that the law will afford protection.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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Good job thanks for sharing. great work.